End User License Agreement for SugarExchange in Sugar
(Released September 25, 2017)
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE ACCEPTING. THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ARE BETWEEN YOU AND SUGARCRM INC ("SUGARCRM") (THE "AGREEMENT"). UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS USED IN THE BODY OF THIS AGREEMENT HAVE THE MEANINGS SET FORTH IN SECTION 8 BELOW.
BY ACCEPTING, YOU ARE AGREEING ON BEHALF OF YOURSELF OR THE PERSON OR THE ENTITY DOWNLOADING THIS SUGARCRM PRODUCT ("YOU" or "YOUR") THAT YOU WILL BE BOUND BY AND BECOME A PARTY TO THE AGREEMENT AND, IF AGREEING ON BEHALF OF AN ENTITY, CERTIFYING THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT OR, IF YOU DO NOT HAVE THE AUTHORITY TO BIND LICENSEE TO THIS AGREEMENT, THEN DO NOT DOWNLOAD OR USE THIS SUGARCRM PRODUCT.
UNLESS AND UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS OF THE AGREEMENT, YOU HAVE NOT BECOME A LICENSEE OF, AND ARE NOT AUTHORIZED TO USE, THIS SUGARCRM PRODUCT. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DAY THAT YOU DOWNLOAD THIS PRODUCT.
1 License Terms.
1.1 Scope of License. Subject to your compliance with the terms of this Agreement, SugarCRM grants you a non-exclusive, personal and non-transferable license to use the SugarCRM Product solely as an interface to browse SugarExchange from within the Sugar platform (the "Authorized Use").
1.2 Your Responsibilities. You shall: (a) be responsible for all of your users' compliance with the terms and conditions of this Agreement, (b) use the SugarCRM Product only in accordance with the applicable online user guide and applicable laws, rules, regulations (including, without limitation, export, data protection and privacy laws, rules and regulations) and any SugarCRM Product documentation, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the SugarCRM Product, and (d) notify SugarCRM in writing immediately of any unauthorized use of, or access to, the SugarCRM Product.
1.3 Restrictions. Except as expressly permitted in this Agreement, you shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the SugarCRM Product or any modified version or derivative work of the SugarCRM Product created by or for you, (b) provide the SugarCRM Product on a timesharing, service bureau or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the SugarCRM Product, (d) use or modify the SugarCRM Product in any way that would subject the SugarCRM Product, in whole in or in part, to a Copyleft License, (e) use the SugarCRM Product, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without SugarCRM's prior written consent, (f) attempt to reverse engineer, reverse translate, decompile or decode any portion of the SugarCRM Product not provided in source code form, or (g) modify or otherwise create Modifications of the SugarCRM Product.
2 Ownership; Feedback. You agree that SugarCRM owns all rights, title and interests in the SugarCRM Product. SugarCRM shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, modify, or distribute, including by incorporating into any product or service owned by SugarCRM, any suggestions, enhancement requests, recommendations, code contributions or other feedback provided by you and any of your users, relating to this SugarCRM Product or any other product or service owned or offered by SugarCRM or its subsidiaries.
3 Support. SugarCRM has no obligation to provide any technical or other support of any kind to you for the SugarCRM Product (the "Support Services"). If SugarCRM does make available Support Services available to you, your use of such Support Services will be governed by a separate written agreement and, if applicable, fees for such services.
4 No Warranties. THE SUGARCRM PRODUCT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SUGARCRM PRODUCT OR SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND SUGARCRM IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
5 Term and Termination. This Agreement commences on the Effective Date and continues until otherwise terminated in accordance with its terms. Either party may terminate this Agreement if the other party: (a) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach, or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Additionally, SugarCRM may terminate this Agreement at any time upon thirty (30) days notice. You understand and agree that upon termination of this Agreement, the licenses granted under this Agreement will be immediately revoked. Your obligations to make a payment of any outstanding, unpaid fees, the defined terms used in the Agreement and the terms of Sections 1.3, 2, 4, 6 and 7 shall survive termination or expiration of this Agreement.
6 Limitation of Liability. IN NO EVENT SHALL SUGARCRM'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED DOLLARS ($100.00). EXCEPT FOR A BREACH OF THE LICENSE TERMS BY YOU IN SECTION 1, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE), ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.1 Commercial Computer Software. The SugarCRM Product and related modifications were fully developed at private expense and are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Sugar CRM Product, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
7.2 Publicity. You shall not use SugarCRM's name or logos without the prior written consent of SugarCRM. Notwithstanding the foregoing, SugarCRM may include your name on a customer list.
7.3 Export Compliance. You acknowledge and agree that the SugarCRM Product is subject to all applicable export control laws and regulations, including, without limitation, those of the United States Government. You shall strictly comply with all applicable export control laws and regulations related to the SugarCRM Product. You agree that you shall not, and shall cause its representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose any such SugarCRM Product, or any direct product thereof, to any prohibited or restricted destination, end-use or end-user, except in accordance with all relevant export control laws and regulations. You shall make its records available to SugarCRM upon reasonable request to permit SugarCRM to confirm your compliance with its obligations as set forth in this Section 7.3.
7.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, SugarCRM may assign this Agreement in its entirety, without the consent of the other party, to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section 7.4 shall be void.
7.5 Relationship of the Parties; No Third Party Beneficiaries. The parties are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. There are no third party beneficiaries to this Agreement.
7.6 Choice of Law and Jurisdiction; Attorney's Fees. This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. You and SugarCRM agree to submit to the personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. In any action related to this Agreement, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the prevailing party's reasonable attorneys' fees and reasonable costs.
7.7 Notice. Notices regarding this Agreement shall be in writing and addressed to you at the address you provide to SugarCRM, or, in the case of SugarCRM, when addressed to SugarCRM Inc., Attn. General Counsel, 10050 North Wolfe Road SW2-130, Cupertino, CA 95014 USA. Notices regarding the SugarCRM Product in general may be given by electronic mail to your e-mail address on record with SugarCRM.
7.8 Entire Agreement; Other Terms. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. This Agreement represents the entire agreement of the parties and supersedes all prior discussions or agreements between the parties and is intended to be the final expression of their Agreement. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. The Agreement may not be modified or altered except by written instrument, and no amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of you and SugarCRM. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect. All rights not expressly granted to you are reserved by SugarCRM and its licensors.
8.1 "Copyleft License" means a software license that requires that information necessary for reproducing and modifying such software must be made available publicly to recipients of executable versions of such software (see, e.g., GNU General Public License and http://www.gnu.org/copyleft/).
8.2 "Modifications" means any work based on or incorporating all or any portion of the SugarCRM Product, including, without limitation, modifications, enhancements and customizations to the SugarCRM Product.
8.3 "SugarCRM Product" means the SugarCRM product (known as SugarExchange in Sugar) that SugarCRM makes available to you for download, with which this Agreement is included as part of the installation process, together with all related documentation or materials provided by SugarCRM to you in connection with such product.
Last modified: 2017-09-27 21:33:38